Common use of Rights and Liabilities of Surviving Corporation Clause in Contracts

Rights and Liabilities of Surviving Corporation. On and after the Closing Date, Coach, as the surviving entity of the Merger, shall succeed to and possess, without further act or deed, all of the estate, rights, privileges, powers and franchises, both public and private and all of the property, real, personal and mixed, of CTMC; all debts due to CTMC on whatever account shall be vested in Coach; all claims, demands, property, rights, privileges, powers, franchises and every other interest of CTMC shall be as effectively the property of Coach as they were of CTMC; the title to any real estate by deed or otherwise in CTMC shall not revert or be in any way impaired by reason of the Merger, but shall be vested in Coach; all rights of creditors and all liens upon any property of CTMC shall be preserved unimpaired, limited in lien to the property affected by such lien at the Closing Date; all debts, liabilities and duties of CTMC shall thenceforth attach to Coach and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it; and Coach shall indemnify and hold harmless CTMC and the officers and directors of CTMC against all such debts, liabilities and duties and against all claims and demands arising out of the Merger.

Rights and Liabilities of Surviving Corporation. (a) On and after the Closing ------------------------------------------------- Effective Date, CoachWMM, as the surviving entity of the Merger, shall succeed to and possess, without further act or deed, all of the estate, rights, privileges, powers and franchises, both public and private and all of the property, real, personal and mixed, of CTMCFIXN SUB; all debts due to CTMC FIXN SUB on whatever account shall be vested in CoachWMM; all claims, demands, property, rights, privileges, powers, franchises and every other interest of CTMC FIXN SUB shall be as effectively the property of Coach WMM as they were of CTMCFIXN SUB; the title to any real estate by deed or otherwise in CTMC FIXN SUB shall not revert or be in any way impaired by reason of the Merger, but shall be vested in CoachWMM; all rights of creditors and all liens upon any property of CTMC FIXN SUB shall be preserved unimpaired, limited in lien to the property affected by such lien at the Closing Effective Date; all debts, liabilities and duties of CTMC FIXN SUB shall thenceforth attach to Coach WMM and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it; and Coach WMM shall indemnify and hold harmless CTMC Famous Fixins and the officers and directors of CTMC FIXN SUB against all such debts, liabilities and duties and against all claims and demands arising out of the Merger.

Rights and Liabilities of Surviving Corporation. On At and after the Closing Date, Coach, as the surviving entity effective time of the Mergermerger, the Surviving Corporation shall succeed to and an possess, without further act or deed, all of the estate, rights, privileges, powers powers, and franchises, both public and private private, and all of the property, real, personal personal, and mixed, of CTMCeach of the parties hereto; all debts due to CTMC on the Merging Corporation or whatever account shall be vested in Coachthe Surviving Corporation; all claims, demands, property, rights, privileges, powers, powers and franchises and every other interest of CTMC either of the parties hereto shall be as effectively the property of Coach the Surviving Corporation as they were of CTMCthe respective parties hereto; the title to any real estate vested by deed or otherwise in CTMC the Merging Corporation shall not revert or be in any way impaired by reason of the Mergermerger, but shall be vested in Coachthe Surviving Corporation; all rights of creditors and all liens upon any property of CTMC either of the parties hereto shall be preserved unimpaired, limited in lien to the property affected by such lien at the Closing Dateeffective time of the merger; all debts, liabilities and POWER OF ATTORNEY AND SIGNATURE ON FILE /s/ [SEAL] ------------------------- PACIFIC RIM INVESTMENT INC. 79 duties of CTMC the respective parties hereto shall thenceforth attach to Coach the Surviving Corporation and may be enforced against it to the same extent as if such debts, liabilities liabilities, and duties had been incurred or contracted by it; and Coach the Surviving Corporation shall indemnify and hold harmless CTMC and the officers and directors of CTMC each of the parties hereto against all such debts, liabilities and duties and against all claims and demands arising out of the Mergermerger.

Rights and Liabilities of Surviving Corporation. On At and after the Closing DateEffective Time, CoachNPRI, as the surviving entity of the Mergercorporation, shall succeed to and possess, without further act or deed, all of the estate, rights, privileges, powers powers, and franchises, both public and private private, and all of the property, real, personal personal, and mixed, of CTMCeach of the constituent corporations; all debts due to CTMC either of the constituent corporations on whatever account shall be vested in CoachNPRI; all claims, demands, property, rights, privileges, powers, and franchises and every other interest of CTMC either of the constituent corporations shall be as effectively the property of Coach NPRI as they were of CTMCthe respective constituent corporations; the title to any real estate by deed or otherwise in CTMC either of the constituent corporations shall not revert or be in any way impaired by reason of the Mergermerger, but shall be vested in CoachNPRI; all rights of creditors and all liens upon any property of CTMC either of the constituent corporations shall be preserved unimpaired, limited in lien to the property affected by such lien at the Closing DateEffective Time; all debts, liabilities liabilities, and duties of CTMC the respective constituent corporations shall thenceforth attach to Coach NPRI and may be enforced against it to the same extent as if such debts, liabilities liabilities, and duties had been incurred or contracted by it; and Coach NPRI shall indemnify and hold harmless CTMC Pinoak and the officers and directors of CTMC each of the constituent corporations against all such debts, liabilities liabilities, and duties and against all claims and demands arising out of the Merger. At and after the Effective Time, Pinoak shall continue to indemnify all prior officers and directors of Pinoak to the maximum extent permitted by the Certificate of Incorporation and Bylaws of Pinoak. To the extent the Surviving Corporation obtains insurance covering its officers and directors, then it will maintain such coverage for the present officers and directors of Pinoak for a period of five years from and after the Effective Time, if and to the extent that maintaining such coverage does not in management's reasonable discretion result in material additional expense to NPRI.